Euro Manganese Announces Results of Annual General and Special Meeting

Vancouver, British Columbia--(ACN Newswire - May 15, 2025) - Euro Manganese Inc. (TSXV: EMN) (ASX: EMN) (FSE: E060) (the "Company" or "EMN") is pleased to announce that shareholders have voted in favour of all matters of business brought before them at the Company's Annual General & Special Meeting of Shareholders (the "Meeting") held on May 15, 2025. Detailed results of the voting from the Meeting are set out below.

In addition, the Company announces an upcoming change to its Chief Financial Officer effective at the end of the month. See below for details.

Additionally, for purposes of the ASX, shareholders of the Company also approved each of the following resolutions:

a) for the purpose of Listing Rule 7.1 of the ASX, the issuance of 21,400,000 Units comprising of 21,400,000 Shares and 21,400,000 Warrants to the European Bank for Reconstruction and Development (the "EBRD") and the issuance of up to 18,063,331 Units comprising of 18,063,331 Shares and 18,063,331 Warrants, and 14,650,278 Units comprising of 14,650,278 CHESS Depositary Interests ("CDIs") each representing one Share and 14,650,278 Warrants to sophisticated and professional investors, respectively, (the "Offering");

b) for the purpose of Listing Rules 10.11.1 and 10.11.4 of the ASX, the issuance to the following individuals of Units under the Offering on terms and conditions identical to all other subscribers under the Offering:

(i) 55,555 Units, comprising of 55,555 Shares and 55,555 Warrants, to JJW Investments Ltd., a company controlled by Mr. John Webster;

(ii) 41,666 Units, comprising of 41,666 Shares and 41,666 Warrants, to Dr. David B. Dreisinger.

(iii) 55,555 Units, comprising of 55,555 Shares and 55,555 Warrants, to Mr. Thomas M. Stepien.

(iv) 55,555 Units, comprising of 55,555 Shares and 55,555 Warrants, to Ms. Ludivine Wouters; and

(v) 256,410 Units, comprising of 256,410 CDIs and 256,410 Warrants, to Mr. Rick Anthon;

c) for the purpose of Listing Rule 7.1 of the ASX, the issuance of 4,904,478 broker warrants (the "Broker Warrants") to Canaccord Genuity (Australia) Limited ("Canaccord") and Foster Stockbroking Pty Ltd. ("FSB"), in connection with their remuneration for acting as co-lead managers of the Offering;

d) for the purpose of Listing Rule 7.1 of the ASX, the issuance of 7,692,307 CDIs and 7,692,307 Warrants to Eligible Shareholders under the Share Purchase Plan ("SPP") on the terms and conditions described in the prospectus issued to Eligible Shareholders; and

e) for the purpose of Listing Rule 7.1 of the ASX, the issuance of 22,263,733 Orion Warrants to OMRF (BK) LLC ("Orion") as compensation for certain amendments to the Convertible Loan and Royalty Agreement.

The Company disregarded the following votes, from the applicable resolutions, as required by Listing Rule 14.11 of the ASX:

a) votes cast by the EBRD or any person (or any associates of such person) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issuance of Shares or CDIs under the Offering (except a benefit solely by reason of being a holder of ordinary shares in the Company) from Resolution 4(a);

b) votes cast by any person (or any associates of such person) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issuance of securities under the Offering (except a benefit solely by reason of being a holder of ordinary shares in the Company) from Resolutions 4(b)(i), 4(b)(ii), 4(b)(iii), 4(b)(iv);4(b)(v) and 4(c);

c) votes cast by Canaccord and FSB (or any associates of Canaccord and FSB) who will be receiving Broker Warrants (except a benefit solely by reason of being a holder of ordinary shares in the Company) from Resolution 4(c);

d) votes cast by any person (or any associates of such person) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issuance of securities under the SPP (except a benefit solely by reason of being a holder of ordinary shares in the Company) from Resolution 4(d); and

e) votes cast by Orion (or any associates of Orion) or any person (or any associates of such person) who will be receiving Orion Warrants (except a benefit solely by reason of being a holder of ordinary shares in the Company) from Resolution 5.

Accordingly, the following voting exclusions applied to each of the resolutions below as required by the rules of the ASX:

• Resolution 4(a): Total votes for Resolution 4(a) exclude 6,527,532 votes cast by parties participating in the Offering, including the EBRD and the directors. The excluded votes are reclassified to votes withheld/abstain, resulting in no change to the total Shares being voted in connection with Resolution 4(a).
• Resolution 4(b)(i): Total votes for Resolution 4(b)(i) exclude 235,979 votes cast by John Webster (and entities controlled by him, including JJW Investments Ltd.) who subscribed for Units in the Offering. The excluded votes are reclassified to votes withheld/abstain, resulting in no change to the total Shares being voted in connection with Resolution 4(b)(i).
• Resolution 4(b)(ii): Total votes for Resolution 4(b)(ii) exclude 219,682 votes cast by David Dreisinger (and entities controlled by him) who subscribed for Units in the Offering. The excluded votes are reclassified to votes withheld/abstain, resulting in no change to the total Shares being voted in connection with Resolution 4(b)(ii).
• Resolution 4(b)(iii): Total votes for Resolution 4(b)(iii) exclude nil votes cast by Thomas Stepien (and entities controlled by him) who subscribed for Units in the Offering.
• Resolution 4(b)(iv): Total votes for Resolution 4(b)(iv) exclude nil votes cast by Ludivine Wouters (and entities controlled by her) who subscribed for Units in the Offering.
• Resolution 4(b)(v): Total votes for Resolution 4(b)(v) exclude nil votes cast by Rick Anthon (and entities controlled by him) who subscribed for Units in the Offering.
• Resolution 4(c): Total votes for Resolution 4(c) exclude 2,390,000 votes cast by Canaccord and FSB, or their associates, which are to be issued Broker Warrants. The excluded votes are reclassified to votes withheld/abstain, resulting in no change to the total Shares being voted in connection with Resolution 4(c).
• Resolution 4(d): Total votes for Resolution 4(d) exclude 468,854 votes cast by parties participating in the SPP. The excluded votes are reclassified to votes withheld/abstain, resulting in no change to the total Shares being voted in connection with Resolution 4(d).
• Resolution 5: Total votes for Resolution 5 exclude nil votes cast by Orion which is to be issued Orion Warrants.

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